FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ADLER FREDERICK R   2. Issuer Name and Ticker or Trading Symbol SHELLS SEAFOOD RESTAURANTS INC [SHLL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1520 SOUTH OCEAN BLVD 3. Date of Earliest Transaction (Month/Day/Year) 05/24/2005 (Street) PALM BEACH, FL 33480 4. If Amendment, Date Original Filed(Month/Day/Year) 05/26/2005 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.01 par value per share 05/24/2005   X   1,000,000 A $ 0.5 2,204,406 (1) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B, Convertible Preferred Stock, $0.01 par per share

$ 15 (2)

05/24/2005

P

976,660

05/24/2005

05/24/2015

Common Stock, $0.01 par value

976,660

$ 15 (2)

976,660

D

Warrant to purchase Common Stock

$ 0.5

05/24/2005

X

1,000,000

08/04/2004

01/31/2007

Common Stock, $0.01 par value per share

1,000,000

$ 15 (2)

0

D

Warrant to purchase Common Stock

$ 1.3

05/24/2005

P

488,330

05/24/2005

05/24/2010

Common Stock, $0.01 par value

488,330 (2)

$ 15 (2)

488,330 (2)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ADLER FREDERICK R 1520 SOUTH OCEAN BLVD PALM BEACH, FL 33480		X

Signatures

Frederick R. Adler		06/23/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Consists of 10,100 shares of Common Stock held by 1520 Partners, LP, a limited partnership of which the Reporting Person is the general partner. The Reporting Person disclaims beneficial ownership of the shares held by 1520 Partners, LP.
(2)	The reported securities are included within 48,833 units purchased by the Reporting Person for $15.00 per unit. Each unit consists of one share of Series B Convertible Preferred Stock of the Issuer and a warrant to purchase 10 shares of common stock of the Issuer. Each share of Series B Convertible Preferred Stock is convertible into 20 shares of common stock.
Remarks: This form amends and restates in its entirety the Form 4 filed by the Reporting Person on 5/26/2005.

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